0001193125-04-039143 Sample Contracts

INVESTMENT AGENCY COST ALLOCATION AGREEMENT
Investment Agency Cost Allocation Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Ohio

This Investment Agency Cost Allocation Agreement (“Agreement”) dated as of this 30th day of October, 2002, by and between Nationwide Financial Services, Inc. (“Principal”) and Nationwide Cash Management Company (“Agent”).

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December 10, 2003
Nationwide Financial Services Inc/ • March 11th, 2004 • Life insurance • Ohio

The purpose of this letter agreement is to set forth the terms of the agreement reached between you and Nationwide Financial Services, Inc. (the “Company”), with respect to your separation from your position with the Company (this “Agreement”).

AMENDMENT NO. 3 TO FIVE YEAR CREDIT AGREEMENT
Five Year Credit Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Illinois

This Amendment (this “Amendment”) is entered into as of May 22, 2002 by and among Nationwide Mutual Insurance Company (“Nationwide Mutual”), Nationwide Life Insurance Company (“Nationwide Life”), Nationwide Financial Services, Inc. (“NFS”; Nationwide Mutual, Nationwide Life and NFS are herein referred to individually as a “Borrower” and collectively as the “Borrowers”), Bank One, NA, individually and as agent (the “Agent”), and the other financial institutions signatory hereto.

TAX SHARING AGREEMENT
Tax Sharing Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Ohio

THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of October 1, 2002, between Nationwide Financial Services, Inc., a Delaware company (“Nationwide Financial”) and any corporation that may hereafter be a subsidiary of Nationwide Financial and become a party hereto as contemplated by Section 8 hereof (collectively, the “Subsidiaries”).

AMENDMENT NO. 4 TO FIVE YEAR CREDIT AGREEMENT
Nationwide Financial Services Inc/ • March 11th, 2004 • Life insurance • Illinois

This Amendment (this “Amendment”) is entered into as of May 20, 2003 by and among Nationwide Mutual Insurance Company (“Nationwide Mutual”), Nationwide Life Insurance Company (“Nationwide Life”), Nationwide Financial Services, Inc. (“NFS”; Nationwide Mutual, Nationwide Life and NFS are herein referred to individually as a “Borrower” and collectively as the “Borrowers”), Bank One, NA, individually and as agent (the “Agent”), and the other financial institutions signatory hereto.

TAX SHARING AGREEMENT
Tax Sharing Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Ohio

THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of October 1, 2002, between Nationwide Life Insurance Company, an Ohio insurance company (“Nationwide Life”) and any corporation that may hereafter be a subsidiary of Nationwide Life and become a party hereto as contemplated by Section 8 hereof (collectively, the “Subsidiaries”).

TAX SHARING AGREEMENT
Tax Sharing Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Ohio

THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of October 1, 2002, between Nationwide Life Insurance Company of America, a Pennsylvania insurance company (“Nationwide Life of America”) and any corporation that may hereafter be a subsidiary of Nationwide Life of America and become a party hereto as contemplated by Section 8 hereof (collectively, the “Subsidiaries”).

THIRD AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT DATED AS OF MAY 20, 2003 AMONG NATIONWIDE MUTUAL INSURANCE COMPANY, NATIONWIDE LIFE INSURANCE COMPANY, NATIONWIDE FINANCIAL SERVICES, INC., THE LENDERS, BANK ONE, NA AS AGENT, JPMORGAN CHASE BANK, AS...
Credit Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Illinois

This Third Amended and Restated 364-Day Agreement, dated as of May 20, 2003, is among Nationwide Mutual Insurance Company, Nationwide Life Insurance Company, Nationwide Financial Services, Inc., the Lenders and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Agent. The parties hereto agree as follows:

TAX SHARING AGREEMENT
Tax Sharing Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Ohio

THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of October 1, 2002, between Nationwide Provident Holding Company, a Pennsylvania company (“Nationwide Provident”) and any corporation that may hereafter be a subsidiary of Nationwide Provident and become a party hereto as contemplated by Section 8 hereof (collectively, the “Subsidiaries”).

AMENDMENT NO. 2 TO FIVE YEAR CREDIT AGREEMENT
Five Year Credit Agreement • March 11th, 2004 • Nationwide Financial Services Inc/ • Life insurance • Illinois

This Amendment (this “Amendment”) is entered into as of April 19, 2002 by and among Nationwide Mutual Insurance Company (“Nationwide Mutual”), Nationwide Life Insurance Company (“Nationwide Life”), Nationwide Financial Services, Inc. (“NFS”; Nationwide Mutual, Nationwide Life and NFS are herein referred to individually as a “Borrower” and collectively as the “Borrowers”), Bank One, NA, individually and as agent (the “Agent”), and the other financial institutions signatory hereto.

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